Common use of Book Entry Clause in Contracts

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Shares in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Shares in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if In connection with any transfer of all or any portion of Preferred Shares represented held by a certificate are converted as aforesaidany Holder, a such Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders surrender the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate or certificates of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S ’S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii2(d)(viii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(d)(viii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion exercise of Preferred Shares this Warrant in accordance with the terms hereof, the Holder thereof holder of this Warrant shall not be required to physically surrender the certificate representing the Preferred Shares this Warrant to the Company unless (A) it is being exercised for all of the full or remaining number of Preferred Warrant Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred SharesWarrant. The Holder holder and the Company shall maintain records showing the number of Preferred Warrant Shares so converted exercised and issued and the dates of such conversions exercises or shall use such other method, reasonably satisfactory to the Holder holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares this Warrant upon each such conversionexercise. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Warrant Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest demonstrable error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted this Warrant is exercised as aforesaid, a Holder the holder may not transfer this Warrant unless the certificate representing the Preferred Shares unless such Holder holder first physically surrenders the certificate representing the Preferred Shares this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder the holder a new certificate Warrant of like tenor, registered as such Holder the holder may request, representing in the aggregate the remaining number of Preferred Warrant Shares represented by such certificatethis Warrant. A Holder The holder and any assignee, by acceptance of a certificatethis Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion exercise of any Preferred Sharesportion of this Warrant, the number of Preferred Warrant Shares represented by such certificate this Warrant may be less than the number of Preferred Shares stated on the face thereofhereof. Each certificate for Preferred Shares Warrant shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE WARRANT SHOULD CAREFULLY REVIEW THE TERMS OF THIS WARRANT, INCLUDING SECTION 2(d) HEREOF. THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE WARRANT MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(d) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATEHEREOF.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Series A Preferred Shares Stock in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Series A Preferred Shares Stock to the Company Corporation unless (A) the full or remaining number of shares of Series A Preferred Shares Stock represented by the certificate are being converted converted, in which case the Holder shall deliver such stock certificate to the Corporation as soon as practicable following such conversion or (B) a Holder has provided the Company Corporation with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Series A Preferred Shares Stock upon physical surrender of any Series A Preferred SharesStock. The Holder and the Company Corporation shall maintain records showing the number of shares of Series A Preferred Shares Stock so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the CompanyCorporation, so as not to require physical surrender of the certificate representing the Series A Preferred Shares Stock upon each such conversion. In the event of any dispute or discrepancy, such records of the Company Corporation establishing the number of shares of Series A Preferred Shares Stock to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Series A Preferred Shares Stock represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Series A Preferred Shares Stock unless such Holder first physically surrenders the certificate representing the Series A Preferred Shares Stock to the CompanyCorporation, whereupon the Company Corporation will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of shares of Series A Preferred Shares Stock represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Series A Preferred SharesStock, the number of shares of Series A Preferred Shares Stock represented by such certificate may be less than the number of shares of Series A Preferred Shares Stock stated on the face thereof. Each certificate for Series A Preferred Shares Stock shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii8(b)(iv) THEREOF. THE NUMBER OF SHARES OF SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii8(b)(iv) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion exercise of Preferred Shares this Warrant in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares this Warrant to the Company Partnership unless (A) it is being exercised for all of the full or remaining number of Preferred Shares Warrant Units represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred SharesWarrant. The Holder and the Company Partnership shall maintain records showing the number of Preferred Shares so converted Warrant Units exercised and issued and the dates of such conversions exercises or shall use such other method, reasonably satisfactory to the Holder and the CompanyPartnership, so as not to require physical surrender of the certificate representing the Preferred Shares this Warrant upon each such conversionexercise. In the event of any dispute or discrepancy, such records of the Company Partnership establishing the number of Preferred Shares Warrant Units to which the record holder Holder is entitled shall be controlling and determinative in the absence of manifest demonstrable error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted this Warrant is exercised as aforesaid, a the Holder may not transfer this Warrant unless the certificate representing the Preferred Shares unless such Holder holder first physically surrenders the certificate representing the Preferred Shares this Warrant to the CompanyPartnership, whereupon the Company Partnership will forthwith issue and deliver upon the order of such the Holder a new certificate Warrant of like tenor, registered as such Holder the holder may request, representing in the aggregate the remaining number of Preferred Shares Warrant Units represented by such certificatethis Warrant. A The Holder and any assignee, by acceptance of a certificatethis Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion exercise of any Preferred Sharesportion of this Warrant, the number of Preferred Shares Warrant Units represented by such certificate this Warrant may be less than the number of Preferred Shares stated on the face thereofhereof. Each certificate for Preferred Shares Warrant shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE WARRANT SHOULD CAREFULLY REVIEW THE TERMS OF THIS WARRANT, INCLUDING SECTION 2(d) HEREOF. THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE WARRANT MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(d) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATEHEREOF.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Series A Preferred Shares Stock in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Series A Preferred Shares Stock to the Company Corporation unless (A) the full or remaining number of shares of Series A Preferred Shares Stock represented by the certificate are being converted converted, in which case the Holder shall deliver such stock certificate to the Corporation promptly following such conversion or (B) a Holder has provided the Company Corporation with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Series A Preferred Shares Stock upon physical surrender of any Series A Preferred SharesStock. The Holder and the Company Corporation shall maintain records showing the number of shares of Series A Preferred Shares Stock so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the CompanyCorporation, so as not to require physical surrender of the certificate representing the Series A Preferred Shares Stock upon each such conversion. In the event of any dispute or discrepancy, such records of the Company Corporation establishing the number of shares of Series A Preferred Shares Stock to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Series A Preferred Shares Stock represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Series A Preferred Shares Stock unless such Holder first physically surrenders the certificate representing the Series A Preferred Shares Stock to the CompanyCorporation, whereupon the Company Corporation will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of shares of Series A Preferred Shares Stock represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Series A Preferred SharesStock, the number of shares of Series A Preferred Shares Stock represented by such certificate may be less than the number of shares of Series A Preferred Shares Stock stated on the face thereof. Each certificate for Series A Preferred Shares Stock shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANYCORPORATION'S CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii7(b)(iv) THEREOF. THE NUMBER OF SHARES OF SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii7(b)(iv) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Shares in accordance with the terms hereof, the Holder holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Sharesconverted. The Holder holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder the holder may not transfer the certificate representing the Preferred Shares unless such Holder the holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder the holder a new certificate of like tenor, registered as such Holder the holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder The holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii2(d)(viii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(d)(viii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Series B Preferred Shares in accordance with the terms hereof, the such Holder thereof shall not be required to physically surrender the certificate representing the Series B Preferred Shares to the Company unless (A) the full or remaining number of Series B Preferred Shares represented by the certificate are being converted converted, in which case the applicable Holder shall physically surrender its Series B Preferred Shares to the Company promptly following such exchange in full or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Series B Preferred Shares upon physical surrender of any Series B Preferred Shares. The Such Holder and the Company shall maintain records showing the number of Series B Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of the certificate representing the Series B Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Series B Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Series B Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Series B Preferred Shares unless such Holder first physically surrenders the certificate representing the Series B Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Series B Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Series B Preferred Shares, the number of Series B Preferred Shares represented by such certificate may be less than the number of Series B Preferred Shares stated on the face thereof. Each certificate for Series B Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S ’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES B PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii3(c)(vi) THEREOF. THE NUMBER OF SERIES B PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SERIES B PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii3(c)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES B PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Shares in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if In connection with any transfer of all or any portion of Preferred Shares represented held by a certificate are converted as aforesaidany Holder, a such Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders surrender the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate or certificates of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii2(d)(viii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(d)(viii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Section 4, upon conversion of any shares of Series E Preferred Shares Stock in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the shares of Series E Preferred Shares Stock to the Company Corporation unless (A) the full or remaining number of shares of Series E Preferred Shares Stock represented by the certificate are being converted (in which event such certificate(s) shall be delivered to the Corporation as contemplated by Section 4(c)(i)) or (B) a such Holder has provided the Company Corporation with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of shares of Series E Preferred Shares Stock upon physical surrender of any shares of Series E Preferred SharesStock. The Each Holder and the Company Corporation shall maintain records showing the number of shares of Series E Preferred Shares Stock so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the CompanyCorporation, so as not to require physical surrender of the certificate representing the shares of Series E Preferred Shares Stock upon each such conversion. In the event of any dispute or discrepancy, such records of the Company Corporation establishing the number of shares of Series E Preferred Shares Stock to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if shares of Series E Preferred Shares Stock represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the shares of Series E Preferred Shares Stock unless such Holder first physically surrenders the certificate representing the shares of Series E Preferred Shares Stock to the CompanyCorporation, whereupon the Company Corporation will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of shares of Series E Preferred Shares Stock represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any shares of Series E Preferred SharesStock, the number of shares of Series E Preferred Shares Stock represented by such certificate may be less than the number of shares of Series E Preferred Shares Stock stated on the face thereof. Each certificate for shares of Series E Preferred Shares Stock shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES E PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii4(c)(vi) THEREOF. THE NUMBER OF SHARES OF SERIES E PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES E PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii4(c)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES E PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Section 4, upon conversion of any Preferred Shares in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company following conversion thereof unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(vi)) or (B) a such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Each Holder and the Company shall maintain records showing the number of Preferred Shares so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the such Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii4(c)(vi) THEREOF. THE NUMBER OF SHARES OF SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii4(c)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth ---------- herein, upon conversion of shares of Series D Preferred Shares Stock in accordance with the terms hereof, the any Holder thereof shall not be required to physically surrender the certificate representing the shares of Series D Preferred Shares Stock to the Company unless (A) the full or remaining number of shares of Series D Preferred Shares Stock represented by the certificate are being converted or (B) a such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of shares of Series D Preferred Shares Stock upon physical surrender of any shares of Series D Preferred SharesStock. The Holder Holders and the Company shall maintain records showing the number of shares of Series D Preferred Shares Stock so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder Holders and the Company, so as not to require physical surrender of the certificate representing the shares of Series D Preferred Shares Stock upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of shares of Series D Preferred Shares Stock to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if shares of Series D Preferred Shares Stock represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the shares of Series D Preferred Shares Stock unless such Holder first physically surrenders the certificate representing the shares of Series D Preferred Shares Stock to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of shares of Series D Preferred Shares Stock represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any shares of Series D Preferred SharesStock, the number of shares of Series D Preferred Shares Stock represented by such certificate may be less than the number of shares of Series D Preferred Shares Stock stated on the face thereof. Each certificate for shares of Series D Preferred Shares Stock shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii3(d)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion exchange of Preferred Shares in accordance with the terms hereof, the Holder thereof Investor shall not be required to physically surrender the certificate representing the Preferred Shares to the Company Parent unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted exchanged or (B) a Holder an Investor has provided the Company Parent with prior written notice (which notice may be included in a Conversion an Exchange Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder Investor and the Company Parent shall maintain records showing the number of Preferred Shares so converted exchanged and the dates of such conversions exchanges or shall use such other method, reasonably satisfactory to the Holder Investor and the CompanyParent, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversionexchange. In the event of any dispute or discrepancy, such records of the Company Parent establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted exchanged as aforesaid, a Holder an Investor may not transfer the certificate representing the Preferred Shares unless such Holder Investor first physically surrenders the certificate representing the Preferred Shares to the CompanyParent, whereupon the Company Parent will forthwith issue and deliver upon the order of such Holder Investor a new certificate of like tenor, registered as such Holder Investor may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder An Investor and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion exchange of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Section 4, upon conversion of any Preferred Shares in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company following conversion thereof unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(vi)) or (B) a such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Each Holder and the Company shall maintain records showing the number of Preferred Shares so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company such Holder establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii4(c)(vi) THEREOF. THE NUMBER OF SHARES OF SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii4(c)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Shares in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a the Holder may not transfer the certificate representing the Preferred Shares unless such the Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such the Holder a new certificate of like tenor, registered as such the Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A The Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S ’S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii3(c)(vi) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii3(c)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of shares of Series C Preferred Shares Stock in accordance with the terms hereof, the any Holder thereof shall not be required to physically surrender the certificate representing the shares of Series C Preferred Shares Stock to the Company unless (A) the full or remaining number of shares of Series C Preferred Shares Stock represented by the certificate are being converted converted, or (B) a such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of shares of Series C Preferred Shares Stock upon physical surrender of any shares of Series C Preferred SharesStock. The Holder Holders and the Company shall maintain records showing the number of shares of Series C Preferred Shares Stock so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder Holders and the Company, so as not to require physical surrender of the certificate representing the shares of Series C Preferred Shares Stock upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of shares of Series C Preferred Shares Stock to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if shares of Series C Preferred Shares Stock represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the shares of Series C Preferred Shares Stock unless such Holder first physically surrenders the certificate representing the shares of Series C Preferred Shares Stock to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of shares of Series C Preferred Shares Stock represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any shares of Series C Preferred SharesStock, the number of shares of Series C Preferred Shares Stock represented by such certificate may be less than the number of shares of Series C Preferred Shares Stock stated on the face thereof. Each certificate for shares of Series C Preferred Shares Stock shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S ’S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(viiPARAGRAPH 4(d)(vi) OF THE CERTIFICATE OF DESIGNATIONS DESIGNATION RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Section 4, upon conversion of any Preferred Shares in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company following conversion thereof unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(vi)) or (B) a such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Each Holder and the Company shall maintain records showing the number of Preferred Shares so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company such Holder establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES B PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii4(c)(vi) THEREOF. THE NUMBER OF SHARES OF SERIES B PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES B PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii4(c)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES B PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Trust Indenture, upon conversion the provisions of Preferred Shares this Section 4.11 shall apply with respect to any Notes registered in accordance a Book-Entry Only System with DTC so long as such Notes are so registered. The Issuer’s determination to register any Note in a Book-Entry Only System with DTC shall be evidenced in the related Request and Authorization. Notes registered in a Book-Entry Only System with DTC shall be issued in typewritten (or photocopy of typewritten) book-entry registration form, initially registered in the name of Cede, as nominee for DTC, and immobilized in the custody of DTC. So long as a Book-Entry Only System of registration is in effect with DTC with respect to any Note, Beneficial Owners thereof will not receive certificates representing their interests in such Notes, and references in this Trust Indenture to the Owners or Registered Owner of such Notes shall mean Cede and shall not mean the Beneficial Owners. So long as Cede, as nominee for DTC, is the Registered Owner of Notes held in a Book-Entry-Only System with DTC, the Trustee will treat Cede as the only Registered Owner of such Notes for all purposes under this Trust Indenture, including receipt of all payments on such Notes, receipt of notices, voting rights and requesting or directing the Trustee to take or not to take, or consenting to, certain actions under this Trust Indenture with respect to such Notes. The Trustee shall not have any responsibility or obligation to DTC Participants or Indirect Participants or the Beneficial Owners with respect to (a) the accuracy of any records maintained by DTC, any DTC Participant or any Indirect Participant; (b) the payment by DTC of any amount due to any DTC Participant or the payment by any DTC Participant or Indirect Participant of any amount due to any Beneficial Owner in respect of payments made on the Notes held in a Book-Entry Only System with DTC; (c) the delivery or timeliness of delivery by DTC of any notice to any DTC Participant or the delivery or timeliness of delivery by any DTC Participant or Indirect Participant of any notice to any Beneficial Owner which is required or permitted under the terms hereof, the Holder thereof shall not hereof to be required given to physically surrender the certificate representing the Preferred Shares to the Company unless Registered Owners; (Ad) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender selection of the certificate representing the Preferred Shares upon each such conversion. In Beneficial Owners to receive payments in the event of any dispute partial redemption of Notes held in a Book-Entry Only System with DTC; or discrepancy(e) any consent given or other action taken by DTC or Cede, as Registered Owner of Notes held in a Book-Entry Only System with DTC. If any Notes are registered in a Book-Entry Only System with DTC, the Trustee shall cease to maintain the Book-Entry Only System of registration with respect to such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative Notes in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree event that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.:

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Shares this Note in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares this Note to the Company unless (A) all of the full or remaining number of Preferred Shares represented by the certificate are Principal is being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Sharesconverted. The Holder and the Company shall maintain records showing the number of Preferred Shares so principal amount converted or redeemed and the dates of such conversions or redemptions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares this Note upon each such conversionconversion or redemption. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares Principal to which the record holder Holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are this Note is converted or redeemed as aforesaid, a the Holder may not transfer this Note unless the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares this Note to the Company, whereupon the Company will forthwith issue and deliver upon the order of such the Holder a new certificate Note of like tenor, registered as such the Holder may request, representing in the aggregate the remaining number of Preferred Shares Principal represented by such certificatethis Note. A The Holder and any assignee, by acceptance of a certificatethis Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion or redemption of any Preferred Sharesportion of this Note, the number Principal of Preferred Shares represented by such certificate this Note may be less than the number of Preferred Shares principal amount stated on the face thereofhereof. Each certificate for Preferred Shares Note shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATENOTE, INCLUDING SECTION 2(c)(vii) THEREOFHEREOF. THE NUMBER PRINCIPAL AMOUNT OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE NOTE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES PRINCIPAL AMOUNT STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATEHEREOF.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Shares in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a the Holder may not transfer the certificate representing the Preferred Shares unless such the Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such the Holder a new certificate of like tenor, registered as such the Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A The Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii2(d)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(d)(vii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion exercise of Preferred Shares this Warrant in accordance with the terms hereof, the Holder thereof holder of this Warrant shall not be required to physically surrender the certificate representing the Preferred Shares this Warrant to the Company unless (A) it is being exercised for all of the full or remaining number of Preferred Warrant Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred SharesWarrant. The Holder holder and the Company shall maintain records showing the number of Preferred Warrant Shares so converted exercised and issued, the dates of such conversions exercises, the outstanding shares of Common Stock and the number of shares of Common Stock issuable upon the exercise or conversion of any options, warrants, rights or other instruments or securities exercisable for exchangeable for or convertible into common stock and all adjustments thereto as set forth in the first paragraph of this Warrant, and the amount of fully committed, irrevocable funding for the Facility, or shall use such other method, reasonably satisfactory to the Holder holder and the Company, so as not to require physical surrender be able to calculate the number of the certificate representing the Preferred Warrant Shares upon each such conversionfor which this Warrant is then exercisable. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Warrant Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest demonstrable error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted this Warrant is exercised as aforesaid, a Holder the holder may not transfer this Warrant unless the certificate representing the Preferred Shares unless such Holder holder first physically surrenders the certificate representing the Preferred Shares this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder the holder a new certificate Warrant of like tenor, registered as such Holder the holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder The holder and any assignee, by acceptance of a certificatethis Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion exercise of any Preferred Sharesportion of this Warrant, the number of Preferred Warrant Shares represented by such certificate this Warrant may be less than the number of Preferred Shares stated on the face thereofhereof. Each certificate for Preferred Shares Warrant shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE WARRANT SHOULD CAREFULLY REVIEW THE TERMS OF THIS WARRANT, INCLUDING SECTION 2(c) HEREOF. THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE WARRANT MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(c) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATEHEREOF.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Series A Preferred Shares in accordance with the terms hereof, the a Holder thereof shall not be required to physically surrender the certificate representing the Series A Preferred Shares to the Company unless (A) the full or remaining number of Series A Preferred Shares represented by the certificate are being converted converted, in which case such Holder shall deliver such stock certificate to the Company as soon as reasonably practicable following such conversion or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Series A Preferred Shares upon physical surrender of any Series A Preferred Shares. The Each Holder and the Company shall maintain records showing the number of Series A Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder Holders and the Company, so as not to require physical surrender of the certificate representing the Series A Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Series A Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. If the Company does not update its records to record such Stated Value and Dividends converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Company’s records shall be automatically deemed updated to reflect such occurrence. Notwithstanding the foregoing, if Series A Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Series A Preferred Shares unless such Holder Xxxxxx first physically surrenders the certificate representing the Series A Preferred Shares to the Company, whereupon the Company will forthwith within five (5) Business Days of receipt of such surrender, issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Series A Preferred Shares represented by such certificatecertificate within five (5) Business Days. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Series A Preferred Shares, the number of Series A Preferred Shares represented by such certificate may be less than the number of Series A Preferred Shares stated on the face thereof. Each certificate for Series A Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S ’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES A PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii5(c)(vi) THEREOF. THE NUMBER OF SERIES A PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SERIES A PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii5(c)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES A PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Shares in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S ’S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii2(d)(viii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(d)(viii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Shares in accordance with the terms hereof, the any Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder Holders and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder Holders and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S ’S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii2(d)(ix) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(d)(ix) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Series A Preferred Shares Stock in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Series A Preferred Shares Stock to the Company Corporation unless (A) the full or remaining number of shares of Series A Preferred Shares Stock represented by the certificate are being converted converted, in which case the Holder shall deliver such stock certificate to the Corporation promptly following such conversion, or (B) a Holder has provided the Company Corporation with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Series A Preferred Shares Stock upon physical surrender of any Series A Preferred SharesStock. The Holder and the Company Corporation shall maintain records showing the number of shares of Series A Preferred Shares Stock so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the CompanyCorporation, so as not to require physical surrender of the certificate representing the Series A Preferred Shares Stock upon each such conversion. In the event of any dispute or discrepancy, such records of the Company Corporation establishing the number of shares of Series A Preferred Shares Stock to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Series A Preferred Shares Stock represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Series A Preferred Shares Stock unless such Holder first physically surrenders the certificate representing the Series A Preferred Shares Stock to the CompanyCorporation, whereupon the Company Corporation will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of shares of Series A Preferred Shares Stock represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Series A Preferred SharesStock, the number of shares of Series A Preferred Shares Stock represented by such certificate may be less than the number of shares of Series A Preferred Shares Stock stated on the face thereof. Each certificate for Series A Preferred Shares Stock shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANYCORPORATION'S CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii7(c)(iv) THEREOF. THE NUMBER OF SHARES OF SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii7(c)(iv) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SERIES A PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything Anything in the other provisions of this Trust Agreement to the contrary set forth hereinnotwithstanding, upon conversion beneficial ownership of Preferred Shares the Securities in accordance the Initial Amount of $101,672,199.30 will be evidenced by book entry except as provided below in this Section 4.03. For such purpose, effective as of the Delivery Date, the Trustee shall execute and deliver to DTC a single global certificate for the Securities, in substantially the form of Exhibit A hereto, registered in the name of Cede & Co., DTC's nominee, for deposit with DTC. On or prior to the Delivery Date, the Trustee shall enter into the DTC Letter, the terms of which shall take precedence over any provisions in the Trust Agreement to the contrary with respect to the matters to which such terms relate. At any time during the term of the Trust Agreement, the Trustee (with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number consent of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as and Eximbank, such consents not to require physical surrender of be unreasonably withheld or delayed) shall have the certificate representing right, upon not less than thirty (30) days' notice to DTC, to replace DTC as securities depository for the Preferred Shares upon each such conversionSecurities. In such event, the event Trustee (with the consent of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon and Eximbank, such consents not to be unreasonably withheld or delayed) will designate a successor securities depository (if such successor depository is reasonably obtainable) for the Company will forthwith issue and deliver upon the order Securities (or if such successor is not so appointed within 60 days of such Holder notice, Eximbank may designate any legally authorized successor securities depository), subject to the terms and conditions of the Trust Agreement at the expense of the Company; provided that the appointment of such successor securities depository would not cause a new certificate of like tenorreduction, registered as such Holder may request, representing suspension or withdrawal in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason Required Rating of the provisions Securities. If no successor depository is so designated, and in no other event, definitive Securities will be issued to the Holders of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATESecurities.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Section 6, upon conversion of any Preferred Shares in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company following conversion thereof unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (Bin which event such certificate(s) a shall be delivered to the Company as contemplated by this Section 6(b) such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Each Holder and the Company shall maintain records showing the number of Preferred Shares so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CORPORATION’S CERTIFICATE OF DESIGNATIONS DESIGNATION RELATING TO THE SHARES OF SERIES J PREFERRED SHARES STOCK THAT MAY BE REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii6(b) THEREOF. THE NUMBER OF SHARES OF SERIES J PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES H PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii6(b) OF THE CERTIFICATE OF DESIGNATIONS DESIGNATION RELATING TO THE SHARES OF SERIES J PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Section 4, upon conversion of any Preferred Shares in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company following conversion thereof unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(v)) or (B) a such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Each Holder and the Company shall maintain records showing the number of Preferred Shares so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company such Holder establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES C PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii4(c)(v) THEREOF. THE NUMBER OF SHARES OF SERIES C PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES C PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii4(c)(v) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES C PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Section 4, upon conversion of any Preferred Shares in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company following conversion thereof unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(vi)) or (B) a such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Each Holder and the Company shall maintain records showing the number of Preferred Shares so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company such Holder establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES D PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii4(c)(vi) THEREOF. THE NUMBER OF SHARES OF SERIES D PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES D PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii4(c)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES D PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of Preferred Shares in accordance with the terms hereof, the any Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Holder Holders and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder Holders and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii2(d)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(d)(vii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion or redemption of Preferred Shares in accordance with the terms hereof, the Holder holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares Shares, if any, to the Company unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Sharesredeemed. The Holder holder and the Company shall maintain records showing the number of Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares Shares, if any, upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder the holder may not transfer the certificate representing the Preferred Shares unless such Holder the holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder the holder a new certificate of like tenor, registered as such Holder the holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder The holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by any such certificate may be less than the number of Preferred Shares stated on of the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S ’S CERTIFICATE OF DESIGNATIONS RELATING TO DESIGNATIONS, PREFERENCES AND RIGHTS OF THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii2(e)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(e)(vii) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATEDESIGNATIONS, PREFERENCES AND RIGHTS.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion exercise of Preferred Shares this Warrant in accordance with the terms hereof, the Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares this Warrant to the Company unless (A) it is being exercised for all of the full or remaining number of Preferred Warrant Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred SharesWarrant. The Holder and the Company shall maintain records showing the number of Preferred Warrant Shares so converted exercised and issued and the dates of such conversions exercises or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares this Warrant upon each such conversionexercise. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Warrant Shares to which the record holder Holder is entitled shall be controlling and determinative in the absence of manifest demonstrable error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted this Warrant is exercised as aforesaid, a the Holder may not transfer this Warrant unless the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of such the Holder a new certificate Warrant of like tenor, registered as such the Holder may request, representing in the aggregate the remaining number of Preferred Warrant Shares represented by such certificatethis Warrant. A The Holder and any assignee, by acceptance of a certificatethis Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion exercise of any Preferred Sharesportion of this Warrant, the number of Preferred Warrant Shares represented by such certificate this Warrant may be less than the number of Preferred Shares stated on the face thereofhereof. Each certificate for Preferred Shares Warrant shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE WARRANT SHOULD CAREFULLY REVIEW THE TERMS OF THIS WARRANT, INCLUDING SECTION 2(f) HEREOF. THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii) THEREOF. THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE WARRANT MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(f) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATEHEREOF.

Book Entry. Notwithstanding anything to the contrary set forth herein, upon conversion or redemption of Preferred Shares this Note in accordance with the terms hereof, the Holder thereof shall will not be required to physically surrender the certificate representing the Preferred Shares this Note to the Company Issuer unless (A) all of the full or remaining number of Preferred Shares represented by the certificate are Principal is being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Sharesredeemed. The Holder and the Company shall will maintain records showing the number of Preferred Shares so Principal amount converted or redeemed and the dates of such conversions or shall redemptions or will use such other method, reasonably satisfactory to the Holder and the CompanyIssuer, so as not to require physical surrender of the certificate representing the Preferred Shares this Note upon each such conversion. In the event of any dispute conversion or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest errorredemption. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are this Note is converted or redeemed as aforesaid, a the Holder may not transfer this Note unless the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares this Note to the CompanyIssuer, whereupon the Company Issuer will forthwith issue and deliver upon the order of such the Holder a new certificate Note of like tenor, registered as such the Holder may request, representing in the aggregate the remaining number of Preferred Shares Principal represented by such certificatethis Note. A The Holder and any assignee, by acceptance of a certificatethis Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion or redemption of any Preferred Sharesportion of this Note, the number Principal of Preferred Shares represented by such certificate this Note may be less than the number of Preferred Shares principal amount stated on the face thereofhereof. Each certificate for Preferred Shares shall Note will bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATENOTE, INCLUDING SECTION 2(c)(vii) THEREOF3(e). THE NUMBER PRINCIPAL AMOUNT OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE NOTE MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES PRINCIPAL AMOUNT STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii) OF 3(e). THE CERTIFICATE OF DESIGNATIONS RELATING OBLIGATIONS EVIDENCED HEREBY ARE SUBJECT AND SUBORDINATED TO CERTAIN SENIOR OBLIGATIONS IN THE MANNER AND TO THE PREFERRED SHARES REPRESENTED EXTENT SET FORTH IN A SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF AUGUST 15, 2008 EXECUTED BY THIS CERTIFICATEINTERNATIONAL GAME TECHNOLOGY, AS AGENT FOR CERTAIN SUBORDINATED CREDITORS AND PRIVATE EQUITY MANAGEMENT GROUP FINANCIAL CORPORATION, AS ADMINISTRATIVE AGENT FOR CERTAIN SENIOR CREDITORS.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Section 4, upon conversion of any Preferred Shares in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender the certificate representing the Preferred Shares to the Company following conversion thereof unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted or (Bin which event such certificate(s) a shall be delivered to the Company as contemplated by this Section 4(a)(vi)) such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. The Each Holder and the Company shall maintain records showing the number of Preferred Shares so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company such Holder establishing the number of Preferred Shares to which the record holder Record Holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend: ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE COMPANY'S ’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES P PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 2(c)(vii4(a)(vi) THEREOF. THE NUMBER OF SHARES OF SERIES P PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES P PREFERRED SHARES STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii4(a)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES P PREFERRED SHARES STOCK REPRESENTED BY THIS CERTIFICATE.

Book Entry. Notwithstanding anything to the contrary set forth hereinin this Section 2, upon conversion of Preferred Shares any portion of this Note in accordance with the terms hereof, the no Holder thereof shall not be required to physically surrender this Note to the certificate Company. If this Note is surrendered as provided by Section 8, then, provided that there remains outstanding Principal and accrued interest under this Note at the time of surrender, the Company shall, as soon as practicable and in no event later than three (3) Trading Days after receipt of this Note and at its own expense, issue and deliver to such Holder (or its designee) a new Note (in accordance with Section 8(d)) representing the Preferred Shares to the Company unless outstanding Principal and accrued interest (Aif any) the full or remaining number of Preferred Shares represented by the certificate are being converted or (B) a Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Sharesunder this Note. The Each Holder and the Company shall maintain records showing the number portion of Preferred Shares the Note so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to the such Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Company such Holder establishing the number portion of Preferred Shares the Note to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Preferred Shares represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Preferred Shares unless such Holder first physically surrenders the certificate representing the Preferred Shares to the Company, whereupon the Company will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of Preferred Shares represented by such certificate. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Sharesportion of the Note, the number of Preferred Shares outstanding Principal represented by such certificate Note may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares Note shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 2(c)(vi) AND 8(a) HEREOF. THE COMPANY'S CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES PRINCIPAL AMOUNT REPRESENTED BY THIS CERTIFICATENOTE AND, INCLUDING SECTION 2(c)(vii) THEREOF. ACCORDINGLY, THE NUMBER OF PREFERRED SHARES REPRESENTED BY THIS CERTIFICATE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE NUMBER OF PREFERRED SHARES STATED AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 2(c)(vii2(c)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE PREFERRED SHARES REPRESENTED BY THIS CERTIFICATENOTE.